Which document governs how a corporation conducts its business and defines the powers and limits of its directors and managers, though not typically filed with the state?

• A. By-laws
• B. Articles of incorporation
• C. Memorandum of association
• D. Operating agreement

Answer: (A)

Internal governance rules that shape how a corporation runs and set the authority and limits of directors and officers are found in the by-laws. These rules cover things like how often the board meets, quorum and voting procedures, the roles and powers of officers, committees, and fiduciary duties. They’re maintained as part of the company’s internal records and aren’t typically filed with the state.

In contrast, articles of incorporation are filed with the state to create the corporation and lay out basic legal details like authorized shares and initial board; a memorandum of association appears in some jurisdictions to define the company’s scope, and an operating agreement governs LLCs rather than corporations.